A legendary CEO did something unimaginable by today's standards, and it tells you everything about how America has changed

The American corporation has been transformed by globalization and new technology. But equally powerful is the belief that on Wall Street and in boardrooms the sole responsibility of a corporation is to maximize profits for shareholders. Starting this week, Business Insider teams up with public radio's Marketplace. Our series, "The Price of Profits," tells the story of how this idea changed the US and our lives.

There's a new way of doing business for most of Big Pharma.

Instead of relying on their own expensive laboratories, they buy existing drugs or their makers and focus on getting treatments through the Food and Drug Administration and onto your TV screens. Then they raise prices every year, move overseas for tax advantages, and reward shareholders by buying back billions worth of shares.

But it wasn't always like that.

'Medicine is for people, not for profits'

George Merck on the August 18, 1952, cover of Time magazine. "Medicine is for people, not for profits," the cover reads. Time "George Merck summed it up — one of the original CEOs of Merck back in the '50s — that the mission of Merck and other pharmaceutical companies at the time was to take care of patients, and profits would follow," said Joel Hay, a professor of pharmaceutical economics and policy at the University of Southern California.

At Merck & Co., in the middle of the 20th century, the idea that patients came before profits "was a big part of our culture," said Scott Lucas, who worked in sales at the company for more than 30 years, starting in the 1970s.

Lucas and other workers describe an era of the highest ethical and moral standards. Drug trials were halted over the most tenuous rumor that a similar drug in development by a competitor was running into issues. Sales employees took pains to educate doctors about the downsides of Merck's treatments.

In the second half of the 20th century, Merck really was a company in which shareholder value was the result, not a prime motivation.

The company ran huge, productive research labs full of topnotch scientists. In charge of those labs was Roy Vagelos — who went from chief scientist to CEO in 1984.

"My interest was never making money," Vagelos, 86, said in an interview with Business Insider and Marketplace. "Even as CEO. Especially as CEO."

By today's standards of management, it's as if Vagelos did everything wrong.

Vagelos in New York City in May. Dan Bobkoff / Business Insider He bailed out of business school after just a week, which is maybe why he didn't think much about Wall Street.

He refused to raise drug prices more than inflation. When he told that to Merck's marketing team, Vagelos said, "They said 'we're leaving money on the table, of course.' And I said, 'Fine, that's what we'll do.'"

'I even refused to meet with stock analysts'

"I never worried about stockholders ever," Vagelos said. "It never crossed my mind. I even refused to meet with stock analysts."

That's unimaginable by today's standards.

At one point he made a last-minute decision to donate a massive quantity of a drug that cured river blindness in patients in Africa. It cost the company a lot of money.

"One of the people — when I was reporting it — at the next board meeting said, 'You never called us!' And I said it was going so fast, it never crossed my mind. I forgot about it."

You could be cynical about this. You could argue that holding down drug prices helped stave off regulations and that there were a lot of public-relations benefits to that donation in Africa.

But by not focusing on maximizing shareholder value, Merck did really well. During the Vagelos era, Merck came out with lots of new drugs, which led Merck's stock price to increase an average of 22% a year. In the years since it has been just 5% a year.

Andy Kiersz / Business Insider

But these days it's just about impossible to run a company the way Vagelos ran Merck.

"You have to provide a little bit of something for everybody," said Brent Saunders, the CEO of Allergan.

You might know Allergan as the maker of Botox. It is highly respected by Wall Street and its competitors, but Saunders can't ignore investors.

"You need to have good short-term performance," he said in an interview with Business Insider and Marketplace. "You have to have sound midterm strategy and performance, and ultimately, because of the product cycle and the way we innovate over the long term, really have conviction around your long-term strategy. I try to do it all."

'I try to do it all'

In many ways, Allergan is the model modern pharmaceutical company.

It more often acquires drugs or companies, rather than take on the risk of discovering and developing drugs from scratch as Merck did in its heyday.

A sample of Botox seen at the Long Island Plastic Surgical Group at the Americana Manhasset luxury shopping destination in Manhasset, New York, in 2010. REUTERS/Shannon Stapleton A good portion of its research and development is dedicated to finding new uses for existing drugs like Botox, which has 11 approved indications and more on the way. It can be used for wrinkles, migraines, overactive bladders, and much more.

"Their success is really based on a drug ... [where] the market opportunities are endless," said Oner Tulum, a researcher at the University of Massachusetts Lowell. "It's like milking a cow."

Saunders calls Botox "a pipeline in a product."

And Saunders can't ignore his share price, especially now that he has Carl Icahn, one of the best-known activist investors, taking a big stake in Allergan.

"I view Carl as just one of many important shareholders," Saunders said. "We listen to all of our shareholders, activist and passive and long term and short term."

Icahn is leaving Saunders alone for now, but that could change. He has a history of pressuring companies to make moves and then getting out of the stock.

Inversion

To save on taxes, Allergan is technically an Irish company, even though Saunders works mostly in New Jersey. It caused a little tension between Saunders and his father when Pfizer tried to buy Allergan to take advantage of the tax deal.

Saunders. Brendan McDermid/Reuters "I was arguing that taxes aren't a question of patriotism," Saunders said. "He kept insisting, and ultimately I said he had moved to Florida because it had zero state income tax and zero estate tax, and I said, look, you did a personal inversion."

Saunders says that being based in Ireland allows Allergan to use the savings to invest more in the US.

Then there are prices: Allergan says it raises prices roughly 8% a year — far greater than inflation but also nothing like a Valeant, the drug company that has been the focus of investigations into price hikes.

But for all the ways Allergan exemplifies the way pharmaceutical companies operate today, Saunders sometimes sounds a bit like Vagelos.

"When we do well for patients, when we come up with innovation for an unmet need, when we can improve a patient's life by one of our treatments, our shareholders benefit," he said.

What's new is old again

Today, Merck and other big pharma companies look more like Allergan. Their own research teams haven't been so productive lately, so they increasingly buy up drugs and their makers.

The old established companies are spending billions buying back their own shares.

After Vagelos retired from Merck, he made a fortune as chairman of the biotech firm Regeneron. What does he think of newer firms and their business models?

"Well, I don't think much of them," he said. "The biopharmaceutical business is different than selling buttons and bicycles."